Author: Huang Youqian

Author Huang Youqian

Edit Sun Yiming

In recent years, "technical" divorce has become a hot word in the capital markets.

on March 6, Wu Qing, chairman of the China Securities Regulatory Commission, said at a press conference that it is necessary to further plug the loopholes in the system for some illegal reductions through "technical" divorce, securities lending and selling, and refinancing.

On March 12, Shenzhen Shengling Electronics Co., Ltd. (hereinafter referred to as "Shengling Electronics"), which broke through the GEM, received an inquiry letter from the Shenzhen Stock Exchange. Prior to this, the company's actual controller's divorce lawsuit was repeatedly questioned by the Shenzhen Stock Exchange.

the prospectus shows that Jiang Zhijian, the actual controller of Shengling Electronics, and his ex-wife Huang Xin agreed to divorce in 2014. After the divorce, Huang Xin still works in Jiang Zhijian's enterprises. However, eight years later, on the eve of Shengling's IPO, Huang Xin suddenly filed a lawsuit against Jiang Zhijian, requesting the division of the joint property of the husband and wife that had not been divided during the marriage.

Is the actual controller a real divorce or a fake divorce? Does the division of property pave the way for the reduction of holdings and cash out after listing?

on March 15 and 18, the times business school sent letters to shengling electronics to inquire about the divorce dispute of the actual controller and the stability of the shares. as of the time of publication, the other party had not replied.

Counterattack Life: From Nobody to Business Tycoon

The prospectus shows that Shengling Electronics is a national high-tech enterprise engaged in the research and development, production and sales of connection products. The products mainly include connectors, connector components, etc, major customers/end customers include 3M, Huawei, Lixun Precision (002475.SZ), Huichuan Technology (300124.SZ), Tyco Electronics, Xinhua 3. Sunshine Power (300274.SZ), Nokia, Hyperfusion, Mindray Medical (300760.SZ), Times Electric (688187.SH), ZTE (000063.SZ) and other well-known manufacturers at home and abroad.

in 2022, shengling electronics' operating income will approach 0.4 billion yuan and net profit will exceed 70 million yuan.

Shengling Electronics is obviously unique in its ability to enter the supply chains of major international manufacturers such as 3M, Huawei, Nokia and Mindray Medical, and the actual controller behind it is also quite legendary.

According to the prospectus, Jiang Zhijian was born in the 1960 s and worked as a technician in Wuxi Radio Factory 5 after graduating from university. In 1992, he worked as a sales manager in Dongguan Lingye Electronics Co., Ltd. Four years later, in 1996, Jiang Zhijian founded Shenzhen Shengling Industrial Co., Ltd. (hereinafter referred to as "Shengling Industrial"), which is the controlling shareholder of Shengling Electronics. Jiang Zhi insisted on having a 89.72 percent stake in Shengling Industrial, while his mother Mao Aifeng held a 9.35 percent stake in Shengling Industrial.

in 2003, shengling industry, smat technology investment co., ltd. and zhongsheng technology co., ltd. jointly established shengling electronics. the shareholding ratios of the above three parties are 75%, 15% and 10% respectively. Jiang Zhijian holds a total of 86.52 of the shares of Shengling Electronics through direct and indirect means and is the actual controller of the company.

However, Jiang Zhijian's marriage has laid a hidden danger for Shengling Electronics IPO.

The divorce dispute was exposed on the eve of the IPO

In the year when Shengling Industrial was founded, Huang Xin served as a supervisor in the company. As for when Jiang Zhijian and Huang Xin got married, public information cannot be verified, but in 2014, Jiang Zhijian and his wife agreed to divorce, which is based on evidence.

according to the reply document of the first round of inquiry letter, on may 6, 2014, Huang Xin wrote the divorce agreement at the scene of the civil affairs department. he and Jiang Zhijian signed it under the witness of the marriage registrar, and the matter was not notarized in the notary department.

At that time, with regard to the arrangement of property and debts, the two parties agreed that the deposits and stocks, vehicles, real estate, etc. under their respective names shall be owned by each party, and the debts under their respective names shall be borne by the debtor, and the division of the common property of the two parties has been processed, and there is no dispute between the two parties.

However, after the divorce, Huang Xin still worked in Shengling Industrial. The following year, that is, 2015, Huang Xin lent 8 million yuan to Shengling Electronics due to its operating capital needs.

In 2021, all calm will be completely broken.

in January 2021, shengling electronics returned 8 million yuan to Huang Xin. In March of the same year, Huang Xin left from Shengling Industrial.

the following year, in January 2022, Shenzhen Taidekang Technology Co., Ltd. (hereinafter referred to as "Taidekang"), in which Huang Xin holds 98% of the shares, filed a lawsuit against Jiang Zhijian, the actual controller of Shengling Electronics, for a dispute over liability for damaging the company's interests.

in June 2022, Huang Xin filed a lawsuit against Jiang Zhijian on the grounds of property disputes after the divorce, requesting the division of the joint property of the husband and wife that had not been divided during the marriage, that is, the division of the shares of enterprises that Jiang Zhi insisted on, including Shengling Industrial and Shengling Electronics.

As a result, the control of Shengling Electronics is in crisis.

Five months later, in November 2022, Huang Xin filed a withdrawal on the grounds that additional evidence was required.

it should be noted that the following year, on may 19, 2023, shengling electronics submitted an IPO application to be listed on the gem.

In the same month, Huang Xin sued Shengling Electronics through Taidekang on the grounds of a dispute over a contract with obligatory gifts. At that time, the first lawsuit between Jiang Zhijian, the actual controller of Shengling Electronics, and Taidekang was in the second instance.

Equity dispute questioned twice

In the above-mentioned lawsuit between Taidekang and Jiang Zhijian and Shengling Electronics, Taidekang claimed that Jiang Zhijian used his relationship with Huang Xin to verbally promise to take advantage of the merger and hold shares of Shengling Electronics on behalf of Taidekang to require Taidekang to terminate its business activities and transfer its business to Shengling Electronics. Because Jiang Zhijian failed to fulfill the above commitments, Taidekang requested Shengling Electronics to terminate all supply agreements or sales contracts with the original Taidekang customers.

in the first and second rounds of inquiry letters, Shenzhen stock exchange inquired about the equity disputes and litigation cases involving the actual controller of shengling electronics.

In the reply document to the first round of inquiry letter, Shengling Electronics pointed out that on September 16, 2023, Jiang Zhijian and the company signed a "settlement agreement" with Huang Xin and Taidekang to resolve the above disputes in a package. The parties confirm that Jiang Zhijian and the company no longer have any existing or potential disputes with Huang Xin and Taidekang.

However, in the second round of inquiry letters, Shenzhen Stock Exchange once again asked Shengling Electronics to explain whether the company and the actual controller still have equity disputes and litigation risks, whether the basis for clear and stable equity and control of the company is sufficient, and whether the company meets the conditions for issuance and listing.

In October 2023, TEDCOM filed a withdrawal application with the court.

So, is Jiang Zhijian's "crisis" of control over Shengling Electronics really over?

according to the provisions of article 214 of the interpretation of the supreme people's court on application (2022 amendment), if the plaintiff withdraws the lawsuit or the people's court handles it as withdrawn, the people's court shall accept it if the plaintiff requests to sue again with the same lawsuit.

in addition, according to article 341 of the the People's Republic of China civil procedure law, if the applicant for execution reaches a settlement agreement with the person subject to execution due to fraud or coercion, or if the parties fail to perform the settlement agreement, the people's court may, according to the expression of the parties, resume the execution of the original effective legal documents.

in other words, if Jiang Zhijian, the actual controller of shengling electronics, fails to fulfill the contents of the settlement agreement, he may still be sued by Huang Xin to court again.

The prospectus also discloses that if the actual controller subsequently causes new disputes or lawsuits due to related matters, there is a risk that Jiang Zhijian, the actual controller of the company, will have to bear higher economic compensation.